Bonita Valley Garden Club Bylaws

ARTICLE I NAME
The name of this organization shall be BONITA VALLEY GARDEN CLUB (BVGC), an unincorporated club of nonprofit status.
ARTICLE II OBJECT
The object of Bonita Valley Garden Club (BVGC) shall be to keep the Bonita and South Bay area beautiful, to protect native plants and wildlife, to stimulate interest in good gardening, landscaping, and flower arranging, and to promote projects pertinent to garden club activities.
ARTICLE III MEMBERS
Section 1. Initial membership is open to individuals who are interested in horticulture, floriculture or civic beautification.
Section 2. Membership shall include the following membership classifications:
Active: Individual pays annual dues and is active in BVGC programs.
Grandfathered Emeritus: Members who achieved Emeritus status through twenty (20) consecutive years of BVGC membership between 2011 and 2021 shall not pay dues.
Life: Life members shall not pay dues. They are the Founding Members of BVGC. These members are also Life Members of CGCI.
Section 3. The presiding executive board shall recommend to the membership any changes to the annual dues.
Section 4. New members joining between January 1 and March 31 shall pay one‐half of the annual dues. Members joining in April or May shall pay full dues and membership will include the following year. Dues are payable in advance on or before March 15 and delinquent on May 15. Members who do not pay their dues by June 15 will no longer be considered a member and will not be listed in the yearbook.
Section 5. The fiscal year shall be July 1 to June 30 of the following year.
ARTICLE IV OFFICERS
Section 1. The elected officers shall be president, first vice president, second vice president, recording secretary, corresponding secretary, and treasurer. The president shall appoint a parliamentarian. Any elective office may be held by more than one individual.
Section 2. Duties of the Officers.
- The president shall preside at all meetings of the Club and executive board, vote in case of a tie, appoint all chairs of standing committees, be an ex-officio member of all committees except the nominating committee, make an annual report to the Club forwarding a copy of it to the Palomar District Director, and sign checks, in the absence of the treasurer, which have been duly authorized by the executive board.
- The first vice president shall preside at all meetings in the absence of the president and is the program chair.
- The second vice president shall preside in the absence of both the president and first vice president and is the membership chair. The second vice president will actively recruit new members, order name tags and provide new member names to the yearbook chair.
- The recording secretary shall keep the minutes of all meetings and shall be custodian of all papers pertaining to that office, maintain a separate book for BVGC bylaws containing current and former bylaws, and shall give notice of meetings to the executive board.
- The corresponding secretary shall attend to the correspondence of BVGC, shall read correspondence at meetings, and as directed by the president, conduct the general correspondence of the Club.
- The treasurer shall collect dues, pay bills, keep an accurate record of all receipts and disbursements and shall have custody of all money, present a statement of accounts at every meeting of the Club based on the previous bank statements, and at other times when requested by the executive board, submit the annual income tax 990N form to the IRS, submit the RRF1 to the State Attorney General, submit the Statement of Information to the Secretary of State, submit the CGCI 501(C)(3) annual Tax Exempt Group document, apply for the annual Raffle Program approval (CT-NRP1) and submit the Raffle report (CT- NRP2) at the end of each fiscal year, chair the finance committee, prepare an annual budget and sign all checks.
- The parliamentarian shall advise on parliamentary questions, maintain order at board and regular meetings and chair the bylaw committee.
Section 3. Nominating Procedure, Elections. At the regular meeting in November, a nominating committee, consisting of three BVGC members and an alternate shall be elected by the membership. The committee shall choose its own chair at its first meeting. The proposed slate shall be presented at the January regular meeting and the election held at the regular meeting in March.
Section 4. Nominations may be made from the floor at the time of the election. Nominations may not be made without prior approval of the nominee.
Section 5. Voting shall be by voice or show of hands, unless a second slate shall have been presented, in which case, voting shall be by written ballot. The newly elected officers shall begin the learning process and transition following the election and shall begin their term of office at the close of the annual meeting in June.
Section 6. The term of office shall be one year with the exception of the treasurer and/or secretary, or until their successors are elected. No active member shall hold more than one office at a time and no member shall be eligible to serve more than two consecutive terms in the same office. The secretary and/or treasurer shall be eligible to serve two consecutive years in the same office but no more than two consecutive two-year terms (4 yrs).
Section 7. The president, with the consent of the executive board, shall fill vacancies from the membership. Appointed members shall fill such vacancies until the annual election.
ARTICLE V MEETINGS
Section 1. The regular meeting shall be held on the second Wednesday of the month September through June, except February and December, which shall be set at the discretion of the executive board.
Section 2. The regular meeting in June shall be the annual meeting. It shall be for the purpose of installing the elected officers and receiving written and oral reports of the outgoing officers, standing committee chairpersons and any other business that may arise.
Section 3. Special meetings may be called by the president or at the request of five (5) members of the executive board. At least 48 hours’ notice (personal, written, telephone or email) shall be given. The business transacted at any special meeting shall be limited to that included in the call.
Section 4. Meetings Held Electronically
- Except as otherwise provided in these bylaws, specific regular meetings of the Club shall be conducted via Internet videoconferencing services designated by the president These services should allow participants to 1. request recognition to speak, and 2. display or share documents that contain the text of pending motions.
- These electronic meetings of the membership shall be subject to all rules adopted by the membership of BVGC including rules surrounding meeting governance, which may include any reasonable limitations on, and requirements for, members’ participation. Any such rules adopted by the membership shall supersede any conflicting rules in the parliamentary authority but may not otherwise conflict with or alter any rule or decision of the BVGC. A vote conducted through the designated Internet videoconferencing service shall be deemed a ballot vote, fulfilling any requirement in the bylaws or rules that a vote be conducted.
Section 5. 20 active members present at the regular meeting shall constitute a quorum.
ARTICLE VI EXECUTIVE BOARD
Section 1. The executive board, of which the president shall be chair, shall consist of the elected officers and standing committee chairs all of whom are voting members.
Section 2. Meetings of the executive board shall be held monthly preceding the regular meeting at the call of the president, except February, June and December, which shall be optional at the discretion of the executive board.
Section 3. The executive board shall give general supervision of the affairs of the Club, fix the hour and date of meetings, make recommendations to the Club, and perform such other duties as are specified in these bylaws.
Section 4. Meetings Held Electronically
- Except as otherwise provided in these bylaws, specific regular meetings of the Club shall be conducted via Internet videoconferencing services designated by the president These services should allow participants to 1. request recognition to speak, and 2. display or share documents that contain the text of pending motions.
- These electronic meetings of the membership shall be subject to all rules adopted by the membership of BVGC including rules surrounding meeting governance, which may include any reasonable limitations on, and requirements for, members’ participation. Any such rules adopted by the membership shall supersede any conflicting rules in the parliamentary authority but may not otherwise conflict with or alter any rule or decision of the BVGC. A vote conducted through the designated Internet videoconferencing service shall be deemed a ballot vote, fulfilling any requirement in the bylaws or rules that a vote be conducted.
Section 5. Five (5) members of the executive board including at least one officer shall constitute a quorum.
ARTICLE VII COMMITTEES
Section 1. There shall be standing committees for awards, civic beautification/conservation, floral design, horticulture, hospitality, newsletter, publicity, scholarship, yearbook, ways and means, webmaster, and any other deemed necessary.
Section 2. The president shall have the power to appoint standing and special committee chairs.
Section 3. Finance Committee. The president shall appoint a committee consisting of the treasurer, who is the chair, and three (3) members or more after the annual meeting in June. The committee shall meet following the end of the fiscal year to prepare a budget. The proposed budget shall be presented to the board for review at the September board meeting and shall be presented to the membership and voted on at the September regular meeting. The finance committee may submit amendments to the budget for the current fiscal year which may be adopted by a majority vote.
Section 4. The president shall appoint a financial review committee of two in May to review all accounts of the treasurer at the end of the Club year or at the request of the president or a quorum of the Club membership or executive board. The committee will report back to the board and membership in September.
Section 5. The president as deemed necessary by the membership or the executive board shall appoint other committees.
ARTICLE VIII PARLIAMENTARY AUTHORITY
Robert’s Rules of Order, Newly Revised, current edition, shall govern in all cases in which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Club may adopt.
ARTICLE IX AMENDMENTS
These bylaws may be amended at any regular meeting of the Club by a two-thirds vote of the membership present provided that the proposed amendments were read at the previous meeting. Before any amendment shall be voted upon, it must be presented in writing at a meeting of the executive board.
ARTICLE X 501(c)(3) ORGANIZATION EXEMPT REQUIREMENTS
Section 1. Said organization is organized exclusively for charitable, religious, educational, or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.
Section 3. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Section 4. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 5. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Adopted April 1, 1975
Amended September 15, 2003
Revised November 2003
Amended June 8, 2005, June 13, 2007, March 12, 2008, January 14, 2009, October 13, 2010, September 2014
Revised August 2015, Revised November 10, 2021, Revised May 10, 2023
